SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): May 22, 2009
MSCI
Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-33812
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13-4038723
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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88
Pine Street, New York, NY 10005
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
804-3900
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Separation
Agreement
On May
22, 2009, MSCI Inc. (the “Registrant”) entered into a Separation Agreement (the
“Separation Agreement”) with Morgan Stanley (together with the Registrant, the
“Parties”), which contains certain terms, conditions and covenants that govern
the relationship between the Parties following the sale by Morgan Stanley of all
of the outstanding common stock of the Registrant owned by it (the
“Sale”).
Under the
Separation Agreement, the Parties shall settle all intercompany amounts owed
between them within 90 days of the Sale, subject to certain limited
exceptions.
The
Separation Agreement also governs certain insurance matters between the Parties
and permits the Registrant to assert claims under certain Morgan Stanley
insurance policies for certain losses arising out of insured occurrences
occurring from the date coverage thereunder first commenced until July 15, 2008
(or in the case of an insurance policy covering employed lawyers errors and
omissions, July 1, 2008).
In
addition, each Party shall have limited access upon request to the other’s
accounting and financial records for six years after the consummation of the
Sale to the extent necessary or useful to the requesting Party in connection
with any audit, dispute, litigation, regulatory proceedings or filings, or any
other reasonable business purpose.
The above
description of the Separation Agreement does not purport to be a complete
statement of the parties’ rights and obligations under that agreement. The
Separation Agreement is filed as Exhibit 10.1 to this Form 8-K. The description
of the material terms of the Separation Agreement is qualified in its entirety
by reference to such exhibit.
Employee
Matters Agreement
On May
22, 2009, the Registrant entered into an Employee Matters Agreement (the
“Employee Matters Agreement”) with Morgan Stanley, which governs certain
employee related matters associated with the Registrant's separation from Morgan
Stanley. The Employee Matters Agreement addresses, among other things, the
allocation of certain employment related liabilities between the Registrant and
Morgan Stanley in connection with the Registrant's separation from Morgan
Stanley. The Employee Matters Agreement also addresses the tax treatment
of certain Morgan Stanley equity awards. The Registrant does not expect
the Employee Matters Agreement to have a material impact on the results of its
operations. The foregoing description of the Employee Matters Agreement
does not purport to be a complete statement of the Parties’ rights and
obligations under that agreement. The Employee Matters Agreement is filed
as Exhibit 10.2 to this Form 8-K. The description of the material terms of
the Employee Matters Agreement is qualified in its entirety by reference to such
exhibit.
Services
Agreement
On May
22, 2009, the Registrant entered into a Letter Agreement (the “Agreement”) with
Morgan Stanley, replacing the schedules to its Services Agreement, dated as of
November 20, 2007, as amended July 21, 2008. Under the Agreement,
Morgan Stanley shall provide to the Registrant certain financial services for up
to three months following the date of the Agreement and certain legal and
compliance services for up to six months following the date of the
Agreement. The foregoing description does not purport to be a
complete statement of the Parties’ rights and obligations under the
Agreement. The Agreement is filed as Exhibit 10.3 to this Form
8-K. The description of the material terms of the Agreement is
qualified in its entirety by reference to such exhibit.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(b) On
May 22, 2009, the Registrant announced that Kenneth M. deRegt, a Director of the
Registrant, has resigned from the Registrant effective immediately and therefore
will no longer serve on the Board of Directors or as a member of the
Compensation Committee.
Exhibit No.
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Description
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Exhibit 10.1
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Separation
Agreement, dated May 22, 2009, among MSCI Inc. and Morgan
Stanley.
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Exhibit 10.2
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Employee
Matters Agreement, dated May 22, 2009, among MSCI Inc. and Morgan
Stanley
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Exhibit
10.3
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Letter
Agreement, dated May 22, 2009, among MSCI Inc. and Morgan
Stanley.
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